Observations of the legal scene from the Cornhusker State, home of Roscoe Pound and Justice Clarence Thomas' in-laws, and beyond.

Saturday, August 19, 2006

Three corporate decisions from the Nebraska Supreme Court: in a follow up, the supremes rule in favor of dissdent shareholders of the Gilbert Hitchcock Foudation by ordering the Attorney General to step in; two others generally favor of corporate management over dissenting shareholders"Front runner" John Gerrard writes three decisions yesterday on corporate law issuess Friday August 18, 2006 . Pennfield Oil Co. v. Winstrom, S-04-982, 272 Neb. 219: Grandson of company's founder refused to allow founders son to transfer estate held shares to himself. Supreme Court rules that the stock transfer restriction agreements the shareholders in 1960 signed allowed the corporation to refuse transfer and instead redeem the estate held shares, even though this may have been contrary to the intent of the original shareholders.
Gilbert & Martha Hitchcock Found. v. Kountze, S-04-1385, 272 Neb. 251: dissenting board members of the Gilbert Hitchcock foundation fought their ouster from the nonprofits board. The supreme court reverses the district court ruling that upheld their ouster because the Nebraska Attorney General was a necessary party to the litigaton.
Johnson v. Johnson, S-04-1396, 272 Neb. 263; a dissenting shareholder whom the other shareholders squeezed out of the company tried have the district court dissolve the corporation for which he worked and owned in part. The Supreme Court agrees that since the company was a Delaware corporation and Delaware would notpermit dissolution in these circumstances, the District court was right to dismiss his action.